All references in this Agreement to documents, financial statements and schedules and other information that is contained, included, stated, described in or referred to in the Registration Statement, the Prospectus, the Base Prospectus, the Statutory Prospectus or any Preliminary Prospectus (and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information which were filed under the Securities Exchange Act of 1934, as amended (the 1934 Act), and incorporated or deemed to be incorporated by reference in, or otherwise deemed by the 1933 Act Regulations (including, without limitation, Rule 430B) to be a part of or included in, the Registration Statement on or before its effective date or on or before the issue date of the Prospectus, the Base Prospectus, the Statutory Prospectus or such Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus, the Base Prospectus, the Statutory Prospectus or any Preliminary Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act, after the effective date the Registration Statement, or the issue date of the Prospectus, the Base Prospectus, the Statutory Prospectus or such Preliminary Prospectus, as the case may be, deemed to be incorporated therein by reference.
The Company and the Guarantors understand that the Underwriters propose to make a public offering (the Offering) of the Securities and the Guarantees as soon as the Representative deems advisable after this Agreement has been executed and delivered.
This Agreement, the Securities and the Indenture (and the Guarantees contained therein), including the officers certificate, to be dated as of the Closing Time, relating to the Securities, are hereinafter sometimes referred to, collectively, as the Operative Documents and, individually, as an Operative Document.
All references herein to a subsidiary or subsidiaries of the Company shall include, without limitation (i) the Guarantors and (ii) all other subsidiaries of the Company, including any consolidated joint ventures in which the Company or any of its other subsidiaries is a participant, any consolidated limited and general partnerships in which the Company or any of its other subsidiaries owns partnership interests and any consolidated limited liability companies in which the Company or any of its other subsidiaries owns membership interests (such consolidated joint ventures, limited and general partnerships and limited liability companies being hereinafter called, collectively, the Partnerships and, individually, a Partnership).
SECTION 1. Representations and Warranties.
(a) The Company and the Guarantors, jointly and severally, represent and warrant to each Underwriter as of the date hereof (such date being hereinafter referred to as the Representation Date), as of the Applicable Time (as defined below) and as of the Closing Time (as defined below), and agree with each Underwriter, as follows:
(i) The Company and the Guarantors meet the requirements for use of Form S-3 under the 1933 Act and the 1933 Act Regulations. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company and the Guarantors, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with.